8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported):  May 1, 2019

AEGION CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-35328	45-3117900
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17988 Edison Avenue, Chesterfield, Missouri	63005
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (636) 530-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Shares, $0.01 par value	AEGN	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                                                                                                                                                Emerging growth company        ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.               ☐

Item 7.01. Regulation FD Disclosure.

Aegion Corporation (the "Registrant") is filing this amendment to the Current Report on Form 8-K filed by the Registrant on May 1, 2019 to correct Exhibit 99.1 furnished with that Form 8-K.  After the filing on May 1, 2019, the Registrant discovered that the presentation furnished with the Form 8-K contained erroneous segment operating margin information for the six months ended June 30, 2018, the nine months ended September 30, 2018 and the year ended December 31, 2018.  Accordingly, the Registrant is furnishing herewith a corrected copy of the presentation furnished on May 1, 2019.

The information in this Current Report on Form 8-K, including Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01.	Financial Statements and Exhibits.
	(d)	The following exhibits are filed as part of this report:

Exhibit Number	Description
99.1	Corrected 2018 Segment Revisions, dated June 18, 2019, filed herewith.

*   *   *   *   *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AEGION CORPORATION
By:	/s/ Mark A. Menghini
	Mark A. Menghini
	Senior Vice President and General Counsel

Date:  June 18, 2019

EX-99.1

Exhibit 99.1

Beginning with the first quarter of 2019, Aegion Corporation (“Aegion”) will report corporate expenses separately rather than allocating those expenses to Aegion’s operating segments. Set forth below is a presentation of certain components of Aegion’s previously-reported operating results for the quarters and year-to-date reporting periods in 2018, conformed to reflect this alternative reporting method.

Segment Reporting

(in thousands)

	Quarter Ended March 31, 2018
	As Reported (GAAP)			Adjustments (1)		As Adjusted (Non-GAAP)
Revenues:
Infrastructure Solutions	$	134,427		$	—	$	134,427
Corrosion Protection	98,105			—		98,105
Energy Services	92,329			—		92,329
Total Revenues	$	324,861		$	—	$	324,861
Gross Profit:
Infrastructure Solutions	$	26,709		$	—	$	26,709
Gross Profit Margin	19.9		%			19.9		%
Corrosion Protection	23,576			—		23,576
Gross Profit Margin	24.0		%			24.0		%
Energy Services	11,219			—		11,219
Gross Profit Margin	12.2		%			12.2		%
Total Gross Profit	$	61,504		$	—	$	61,504
Gross Profit Margin	18.9		%			18.9		%
Operating Income (Loss):
Infrastructure Solutions	$	3,237		$	3,239	$	6,476
Operating Margin	2.4		%			4.8		%
Corrosion Protection	4,962			1,497		6,459
Operating Margin	5.1		%			6.6		%
Energy Services	3,127			—		3,127
Operating Margin	3.4		%			3.4		%
Corporate	(8,145		)	900		(7,245		)
Total Operating Income	$	3,181		$	5,636	$	8,817
Operating Margin	1.0		%			2.7		%

_________________________________

⁽¹⁾  Includes non-GAAP adjustments related to:

Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs and other restructuring charges; and (ii) acquisition and divestiture expenses.

Corrosion Protection - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs and other restructuring charges; and (ii) expenses incurred in connection with the acquisition of Hebna and divestiture of the Bayou business.

Corporate - (i) pre-tax restructuring charges primarily associated with severance and benefit related costs and legal expenses; and (ii) acquisition and divestiture expenses.

Segment Reporting

(in thousands)

	Quarter Ended June 30, 2018								Six Months Ended June 30, 2018
	As Reported (GAAP)			Adjustments (1)		As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments (2)		As Adjusted (Non-GAAP)
Revenues:
Infrastructure Solutions	$	160,732		$	—	$	160,732		$	295,159		$	—	$	295,159
Corrosion Protection	96,389			—		96,389			194,494			—		194,494
Energy Services	77,909			—		77,909			170,238			—		170,238
Total Revenues	$	335,030		$	—	$	335,030		$	659,891		$	—	$	659,891
Gross Profit:
Infrastructure Solutions	$	35,949		$	—	$	35,949		$	62,658		$	—	$	62,658
Gross Profit Margin	22.4		%			22.4		%	21.2		%			21.2		%
Corrosion Protection	24,537			—		24,537			48,113			—		48,113
Gross Profit Margin	25.5		%			25.5		%	24.7		%			24.7		%
Energy Services	10,567			—		10,567			21,786			—		21,786
Gross Profit Margin	13.6		%			13.6		%	12.8		%			12.8		%
Total Gross Profit	$	71,053		$	—	$	71,053		$	132,557		$	—	$	132,557
Gross Profit Margin	21.2		%			21.2		%	20.1		%			20.1		%
Operating Income (Loss):
Infrastructure Solutions	$	12,916		$	2,747	$	15,663		$	16,153		$	5,986	$	22,139
Operating Margin	8.0		%			9.7		%	5.5		%			7.5		%
Corrosion Protection	6,953			469		7,422			11,915			1,966		13,881
Operating Margin	7.2		%			7.7		%	6.1		%			7.1		%
Energy Services	2,498			—		2,498			5,625			—		5,625
Operating Margin	3.2		%			3.2		%	3.3		%			3.3		%
Corporate	(7,908		)	529		(7,379		)	(16,053		)	1,429		(14,624		)
Total Operating Income	$	14,459		$	3,745	$	18,204		$	17,640		$	9,381	$	27,021
Operating Margin	4.3		%			5.4		%	2.7		%			4.1		%

_________________________________

⁽¹⁾  Includes non-GAAP adjustments related to:

Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs, fixed asset disposals and other restructuring charges; and (ii) expenses incurred in connection with the planned divestiture of the CIPP business in Australia.

Corrosion Protection - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs and other restructuring charges; and (ii) expenses incurred in connection with the acquisition of Hebna and divestiture of the Bayou business.

Corporate - (i) pre-tax restructuring charges primarily associated with legal expenses; and (ii) acquisition and divestiture expenses.

⁽²⁾  Includes non-GAAP adjustments related to:

Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs, fixed asset disposals and other restructuring charges; and (ii) expenses incurred in connection with the planned divestiture of the CIPP business in Australia.

Corrosion Protection - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs and other restructuring charges; and (ii) expenses incurred in connection with the acquisition of Hebna and divestiture of the Bayou business.

Corporate - (i) pre-tax restructuring charges primarily associated with severance and benefit related costs and legal expenses; and (ii) acquisition and divestiture expenses.

Segment Reporting

(in thousands)

	Quarter Ended September 30, 2018								Nine Months Ended September 30, 2018
	As Reported (GAAP)			Adjustments (1)		As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments (2)		As Adjusted (Non-GAAP)
Revenues:
Infrastructure Solutions	$	155,681		$	—	$	155,681		$	450,840		$	—	$	450,840
Corrosion Protection	105,624			—		105,624			300,118			—		300,118
Energy Services	78,374			—		78,374			248,612			—		248,612
Total Revenues	$	339,679		$	—	$	339,679		$	999,570		$	—	$	999,570
Gross Profit:
Infrastructure Solutions	$	38,135		$	138	$	38,273		$	100,793		$	138	$	100,931
Gross Profit Margin	24.5		%			24.6		%	22.4		%			22.4		%
Corrosion Protection	26,411			567		26,978			74,524			567		75,091
Gross Profit Margin	25.0		%			25.5		%	24.8		%			25.0		%
Energy Services	8,127			—		8,127			29,913			—		29,913
Gross Profit Margin	10.4		%			10.4		%	12.0		%			12.0		%
Total Gross Profit	$	72,673		$	705	$	73,378		$	205,230		$	705	$	205,935
Gross Profit Margin	21.4		%			21.6		%	20.5		%			20.6		%
Operating Income (Loss):
Infrastructure Solutions	$	13,088		$	6,039	$	19,127		$	29,241		$	12,025	$	41,266
Operating Margin	8.4		%			12.3		%	6.5		%			9.2		%
Corrosion Protection	8,299			2,634		10,933			20,214			4,600		24,814
Operating Margin	7.9		%			10.4		%	6.7		%			8.3		%
Energy Services	456			—		456			6,081			—		6,081
Operating Margin	0.6		%			0.6		%	2.4		%			2.4		%
Corporate	(8,834		)	3,328		(5,506		)	(24,887		)	4,757		(20,130		)
Total Operating Income	$	13,009		$	12,001	$	25,010		$	30,649		$	21,382	$	52,031
Operating Margin	3.8		%			7.4		%	3.1		%			5.2		%

_________________________________

⁽¹⁾  Includes non-GAAP adjustments related to:

Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs, fixed asset disposals, goodwill and definite-lived intangible asset impairments and other restructuring charges; and (ii) expenses incurred in connection with the planned divestitures of the CIPP businesses in Australia and Denmark.

Corrosion Protection - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs, inventory obsolescence and other restructuring charges; and (ii) expenses incurred in connection with the acquisition of Hebna and divestiture of the Bayou business.

Corporate - (i) pre-tax restructuring charges primarily associated with legal expenses; and (ii) acquisition and divestiture expenses.

⁽²⁾  Includes non-GAAP adjustments related to:

Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs, fixed asset disposals, goodwill and definite-lived intangible asset impairments and other restructuring charges; and (ii) expenses incurred in connection with the planned divestitures of the CIPP businesses in Australia and Denmark.

Corrosion Protection - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs, inventory obsolescence and other restructuring charges; and (ii) expenses incurred in connection with the acquisition of Hebna and divestiture of the Bayou business.

Corporate - (i) pre-tax restructuring charges primarily associated with severance and benefit related costs and legal expenses; and (ii) acquisition and divestiture expenses.

Segment Reporting

(in thousands)

	Quarter Ended December 31, 2018								Year Ended December 31, 2018
	As Reported (GAAP)			Adjustments (1)		As Adjusted (Non-GAAP)			As Reported (GAAP)			Adjustments (2)		As Adjusted (Non-GAAP)
Revenues:
Infrastructure Solutions	$	153,281		$	—	$	153,281		$	604,121		$	—	$	604,121
Corrosion Protection	93,622			—		93,622			393,740			—		393,740
Energy Services	87,095			—		87,095			335,707			—		335,707
Total Revenues	$	333,998		$	—	$	333,998		$	1,333,568		$	—	$	1,333,568
Gross Profit:
Infrastructure Solutions	$	31,618		$	1,143	$	32,761		$	132,411		$	1,281	$	133,692
Gross Profit Margin	20.6		%			21.4		%	21.9		%			22.1		%
Corrosion Protection	18,444			2,822		21,266			92,968			3,389		96,357
Gross Profit Margin	19.7		%			22.7		%	23.6		%			24.5		%
Energy Services	11,634			—		11,634			41,547			—		41,547
Gross Profit Margin	13.4		%			13.4		%	12.4		%			12.4		%
Total Gross Profit	$	61,696		$	3,965	$	65,661		$	266,926		$	4,670	$	271,596
Gross Profit Margin	18.5		%			19.7		%	20.0		%			20.4		%
Operating Income (Loss):
Infrastructure Solutions	$	8,268		$	4,459	$	12,727		$	37,509		$	16,484	$	53,993
Operating Margin	5.4		%			8.3		%	6.2		%			8.9		%
Corrosion Protection	(3,931		)	8,222		4,291			16,283			12,822		29,105
Operating Margin	(4.2		)%			4.6		%	4.1		%			7.4		%
Energy Services	3,557			262		3,819			9,638			262		9,900
Operating Margin	4.1		%			4.4		%	2.9		%			2.9		%
Corporate	(8,896		)	984		(7,912		)	(33,783		)	5,741		(28,042		)
Total Operating Income (Loss)	$	(1,002	)	$	13,927	$	12,925		$	29,647		$	35,309	$	64,956
Operating Margin	(0.3		)%			3.9		%	2.2		%			4.9		%

_________________________________

⁽¹⁾  Includes non-GAAP adjustments related to:

Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs, fixed asset disposals and other restructuring charges; and (ii) expenses incurred in connection with the divestiture of the CIPP business in Denmark and the planned divestiture of the CIPP business in Australia.

Corrosion Protection - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs, inventory write-offs, definite-lived intangible asset impairments and other restructuring charges; (ii) non-cash charges related to estimates for inventory obsolescence; and (iii) expenses incurred in connection with the divestiture of the Bayou business.

Energy Services - pre-tax restructuring charges associated with severance and benefit related costs and other restructuring charges.

Corporate - (i) pre-tax restructuring charges primarily associated with legal expenses; and (ii) acquisition and divestiture expenses.

⁽²⁾  Includes non-GAAP adjustments related to:

Infrastructure Solutions - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs, fixed asset disposals, goodwill and definite-lived intangible asset impairments and other restructuring charges; and (ii) expenses incurred in connection with the divestiture of the CIPP business in Denmark and the planned divestiture of the CIPP business in Australia.

Corrosion Protection - (i) pre-tax restructuring charges associated with severance and benefit related costs, early lease and contract termination costs, inventory write-offs, definite-lived intangible asset impairments and other restructuring charges; (ii) non-cash charges related to estimates for inventory obsolescence; and (iii) expenses incurred in connection with the acquisition of Hebna and divestiture of the Bayou business.

Energy Services - pre-tax restructuring charges associated with severance and benefit related costs and other restructuring charges.

Corporate - (i) pre-tax restructuring charges primarily associated with severance and benefit related costs and legal expenses; and (ii) acquisition and divestiture expenses.